Sprott Inc. Announces $60 Million Secondary Offering
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, June 24, 2014 /CNW/ - Sprott Inc. ("Sprott" or the "Corporation") (TSX: SII) announced today that 2176423 Ontario Ltd., a company controlled by Eric Sprott (the "Selling Shareholder"), has entered into an agreement with a syndicate of underwriters co-led by TD Securities Inc. and Scotiabank, pursuant to which the underwriters will purchase from the Selling Shareholder, on a bought deal basis, 20,000,000 common shares of the Corporation (the "Shares") at a price of $3.00 per Share (the "Issue Price") for gross proceeds of $60,000,000 (the "Offering"). The Selling Shareholder has also granted the underwriters an over-allotment option to purchase up to an additional 3,000,000 Shares at the Issue Price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.
Concurrent with the Offering, the Selling Shareholder intends to enter into an agreement to sell, on a non-brokered private placement basis (the "Private Placement"), 5,000,000 Shares at the Issue Price to the Sprott Inc. 2011 Employee Profit Sharing Plan Trust. The Corporation will not receive any proceeds from the Offering or the Private Placement. All proceeds will be payable to the Selling Shareholder. The Selling Shareholder intends to use a substantial portion of the net proceeds from the Offering to invest in funds and securities managed by Sprott or its affiliates, with a focus on precious metal-related investments.
The offering is expected to close on or about July 15, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. Following closing of the Offering and the Private Placement, the Selling Shareholder will retain an approximate 25.4% ownership in the Corporation (24.2% ownership if the over-allotment option is exercised in full).
A preliminary short-form prospectus will be filed by no later than June 30, 2014 with the securities regulatory authorities in all provinces and territories of Canada (excluding Quebec). No securities regulatory authority has either approved or disapproved of the contents of this news release.
This press release is not an offer of securities for sale in the United States. The Shares being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to an exemption from the registration requirements of that Act.
About Sprott Inc.
Sprott Inc. is a leading independent asset manager dedicated to achieving superior returns for its clients over the long term. The Company currently operates primarily through six business units: Sprott Asset Management LP, Sprott Private Wealth LP, Sprott Consulting LP, Sprott Resource Lending Corp., Sprott Toscana and Sprott U.S. Holdings Inc. Sprott Asset Management is the investment manager of the Sprott family of mutual funds and hedge funds and discretionary managed accounts; Sprott Private Wealth provides wealth management services to high net worth individuals; and Sprott Consulting and Sprott Toscana provide management, administrative and consulting services to other companies. Sprott Resource Lending provides lending services to mining and energy sectors. Sprott U.S. Holdings Inc. includes Sprott Global Resource Investments Ltd, Sprott Asset Management USA Inc., and Resource Capital Investments Corporation. Sprott Inc. is headquartered in Toronto, Canada, and is listed on the Toronto Stock Exchange under the symbol "SII". For more information on Sprott Inc., please visit www.sprottinc.com.
Forward-Looking Information and Statements
This news release contains certain forward-looking information and statements (collectively referred to herein as "Forward-Looking Statements") within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify Forward-Looking Statements. In particular, but without limiting the forgoing, this news release contains Forward-Looking Statements pertaining to: (i) closing of the Offering and Private Placement, and (ii) use of proceeds by the Selling Shareholder.
Forward-Looking Statements are based on a number of expectations or assumptions, which have been used to develop such information and statements but which may prove to be incorrect, including, but not limited to: (i) the fact that all required approvals will be received for the Offering and Private Placement, and (ii) that the Selling Shareholder will invest the net proceeds of the Offering as disclosed in this release. Although the Company believes the expectations and assumptions reflected in such Forward-Looking Statements are reasonable, undue reliance should not be placed on Forward-Looking Statements because the Company can give no assurance that such expectations and assumptions will prove to be correct. The Forward-Looking Statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors, which may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements, including, without limitation, (i) the Offering not proceeding as expected as a result of the conditions of the Offering not being satisfied or the Offering being terminated; (ii) the Private Placement not proceeding as expected as a result of the conditions of the Private Placement not being satisfied or the Private Placement being terminated; (iii) circumstances relating to the Selling Shareholder resulting in a change of investment in respect of the net proceeds; (iv) those risks listed under the heading "Risk Factors" in the Company's annual information form dated March 27, 2014; (v) those risks disclosed under the heading "Managing Risk" in the Company's MD&A for the three months ended March 31, 2014; and (vi) other risks, which are beyond the control of the Company or its subsidiaries. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the Forward-Looking Statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the Forward-Looking Statements contained in this news release. In addition, the payment of dividends is not guaranteed and the amount and timing of any dividends payable by the Company will be at the discretion of the Board of Directors of the Company and will be established on the basis of the Company's earnings, the satisfaction of solvency tests imposed by applicable corporate law for the declaration and payment of dividends, and other relevant factors.
The Forward-Looking Statements contained in this news release speak only as of the date of this news release, and the Company does not assume any obligation to publicly update or revise any of the included Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
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